BUREAU VERITAS - Description of the share buyback program authorized by the Combined Shareholders’ Meeting of Bureau Veritas SA of June 22, 2023

 

Regulated information

Description of the share buyback program
authorized by the Combined Shareholders’ Meeting of
Bureau Veritas SA of June 22, 2023

Pursuant to Articles 241-1 et seq. of the General Regulations of the French stock exchange regulatory authority, the Autorité des marchés financiers (AMF), the purpose of this description is to describe the objectives and terms of the share buyback program by Bureau Veritas SA (the "Company") of its own shares.

The share buyback program is also available to shareholders in the 2022 Universal Registration Document published on the Company's website (https://group.bureauveritas.com).

The Company's shares are listed on Euronext Paris (ISIN Code: FR0006174348).

1.   Shareholders’ Meeting authorizing the share buyback program

The share buyback program was approved by the Shareholders’ Meeting held on June 22, 2023, in its fifteenth resolution.

2.   Characteristics of the share buyback program

Securities	Shares
Maximum percentage of capital that may be acquired	10%
Maximum number of shares that may be acquired	45,244,445 shares1
Maximum purchase price per share	€45 (excluding transaction costs)
Maximum total amount of the program	€2,039,000,025
Duration of the program	18 months, i.e. from June 22, 2023 until December 21, 2024 (included)

3.   Objectives of the share buyback program

The objectives of this program are:

1. To ensure the liquidity of and make a market in the Company’s shares via an investment services provider acting independently and on behalf of the Company without being influenced by the Company, under a liquidity agreement that complies with a Code of Ethics recognized by the AMF, or any other applicable law or regulation, and/or
2. To implement any Company stock option plan under the provisions of articles L. 225-177 et seq. and L. 22-10-56 et seq. of the French Commercial Code or any similar plan, any share grant or transfer to employees as part of a profit-sharing plan or any company or group savings plan (or similar scheme) in accordance with the law and particularly articles L. 3332-1 et seq. of the French Labor Code (Code du travail) or any similar plan, any free share grants under the provisions of articles L. 225-197-1 et seq. and L. 22-10- 59 et seq. of the French Commercial Code or any similar plan, and to carry out any hedging to cover these transactions under applicable legal and regulatory conditions, and/or
3. To remit shares in the event of the issue or exercise of the rights attached to securities giving immediate and/or future access to the share capital of the Company by redemption, conversion, exchange, presentation of a warrant or any other manner, and/or
4. To hold and subsequently remit shares (for exchange, payment or other) as part of acquisitions, mergers, spin-offs or contributions, it being understood that in such a case, the bought back shares may not at any time exceed 5% of the share capital of the Company, this percentage being applied to a share capital figure adjusted to reflect any transactions that take place after the Shareholders’ Meeting of June 22, 2023, that affect total capital, and/or
5. To cancel all or some of the ordinary shares purchased under the conditions set out in article L. 22-10-62 of the French Commercial Code and pursuant to the authorization to reduce the share capital granted by the Shareholders’ Meeting of June 25, 2021 in its 30^th resolution or in the